Register your business in Tennessee

LLCs and corporations file with the Tennessee Secretary of State¹, through the Division of Business and Charitable Organizations³. A sole proprietorship is not a formation form on the fee table. A general partnership can file a short statement. The filing creates the company. Permission to do the work is Licenses and permits.

What’s different in Tennessee

• An LLC is priced per member. Articles are $50 each, at least $300 and at most $3,000³. The annual report uses that same floor and cap.
• The report follows the fiscal year. By law it is due on or before the first day of the fourth month after the end of the LLC's fiscal year, or on a date the Secretary of State sets by rule¹¹. The Secretary of State has set no other date by rule.
• The Secretary of State does not use the word DBA. Tennessee does not recognize DBA or fictitious-name filings by those names². Its assumed-name filing is for an entity. A sole proprietor’s business name is under Sole proprietorship below.
• Every entity except a general partnership must keep a registered agent in Tennessee. The address is a physical Tennessee address, not a post office box, route number, or box number alone².
• Ignore a mailer that is not from this office. The warning describes an official-looking mailer or email from a third party called the Tennessee Business Filing Center. File in Tennessee Charity and Business Filing System (TNCaB)⁹.

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership, limited liability partnership, or sole proprietorship. Pick an entity compares them. The Secretary of State will not choose for you.
2. Check the name with the name availability search on the business services page. An LLC name must contain the words Limited Liability Company or the abbreviation LLC or L.L.C. A corporation name must contain corporation, incorporated, or company, or the abbreviation corp., inc., or co.⁴ A name that is not distinguishable can be rejected. A consent to use an indistinguishable name adds $20. A name with bank, banks, banking, credit union, or trust needs written approval from the Tennessee Department of Financial Institutions first. A name with the phrase insurance company needs written approval from the Tennessee Department of Commerce and Insurance first³. Search the web and the federal trademark database too. A state search does not clear a federal trademark.
3. Reserve the name only if you are not ready to file. File SS-9425 for $20. It lasts four months, which the form also states as 120⁵ days. You can also file it in Tennessee Charity and Business Filing System (TNCaB)⁹.
4. Name a registered agent. The agent is a person or company who agrees to accept legal mail for the entity. The office must be a physical Tennessee address, not a post office box, route number, or box number alone. A later change of agent or principal address is Articles of Amendment and a statutory filing fee, $20². The fee table also lists a statement of change of registered agent. Use the form the portal gives you on the day you file.
5. File the formation document in TNCaB. The phone on the articles is (615) 741-2286. Paying by card or e-check adds a convenience fee that covers the transaction costs³, and the instructions do not print the amount.* Mailing the form with a check, cashier’s check, or money order payable to the Tennessee Secretary of State avoids that fee. Read the amount on the payment screen before you pay.
6. Put the annual report on a calendar. It is not due the week you form the company. Details are below and on Stay compliant.

By structure

LLC

File Articles of Organization (SS-4270). The fee is $50 per member in existence on the filing date, at least $300 and at most $3,000. If the articles prohibit the company from doing business in Tennessee, the fee is $300, whatever the number of members. The form asks whether members or managers run the company, and for the number of members on the filing date. You can delay the effective date up to 90³ days.

The annual report is due on or before the first day of the fourth month after the end of the LLC's fiscal year, or on a date the Secretary of State sets by rule¹¹. That is Public Chapter 719 of 2020, which rewrote § 48-249-1017(c). The Secretary of State’s annual-report rules ask for a valid email address for the business and one for its registered agent¹² and set no other date, so the fiscal year decides. A blank fiscal-year month is treated as December³. A Secretary of State warning says every report is due April 1 each year⁹. That is the date for a December fiscal year. If your fiscal year ends in another month, the date moves with it. The FAQ prices the report at $300 minimum, plus $50 for every member over 6, up to $3,000².

A late annual report can lead to administrative dissolution and inactive status. Reinstatement after an administrative dissolution is $70¹ on the fee table. A tax clearance is required for a certificate of existence, reinstatement, and to terminate, cancel, or withdraw².

Corporation

File a Charter (SS-4417) for $100. The name must contain corporation, incorporated, or company, or the abbreviation corp., inc., or co. The annual report is due on or before the first day of the fourth month following the end of the corporation's fiscal year⁴. The fee is $20, plus another $20² if the report changes the registered agent or registered office.

S corporation status is a federal election on Form 2553¹⁶. This page does not pick the election. Tennessee’s franchise and excise tax is on Get your tax IDs.

Nonprofit

The fee table lists a nonprofit charter at $100¹. You still need a registered agent and an annual report. 501(c)(3) status is a separate application to the IRS. Past formation, the rest of this series is written for for-profit businesses.

Partnership and limited liability partnership

A general partnership is not formed by a charter. The fee table lists a statement of partnership authority at $20¹. Every entity except a general partnership must keep a registered agent in Tennessee².

A limited liability partnership’s registration is $50 per partner, at least $250 and at most $2,500. An LLP must file an annual report with the Secretary of State⁸. The registration form does not print that report’s fee.* Check the amount in the portal before you pay it.

Sole proprietorship

No formation document on the fee table. Sales tax, business tax, and any license your work needs can still apply. The assumed name below is for an entity on file with the Secretary of State, so it is not your filing. As a sole proprietor, your legal business name is your first and last name¹⁴, the TNTAP checklist says. If you register for business tax, the Department of Revenue’s registration form asks for the "doing business as" (DBA) name, if any¹³, and the county clerk issues the license. No state page we read describes a separate filing for a sole proprietor’s business name.* Ask your county clerk whether your county records one before you put the name on signs or invoices.

Business names

An assumed name is a name other than the entity's true name that it does business under. Tennessee does not recognize DBA or fictitious-name filings by those names. The application is $20⁶, and the name lasts 5 years, and it can be renewed². The fee table also lists a renewal of an assumed name. That registration is not a substitute for the federal trademark search.

Formed in another state

A foreign LLC files an application for a certificate of authority. The instructions use the same member scale as a domestic LLC: $50 per member, at least $300 and at most $3,000³. Attach a certificate of existence that is not more than two months old⁷. A foreign for-profit corporation’s certificate of authority is $600¹ on the fee table. You still need a Tennessee registered agent, and you still file the annual report. If you are not sure the work counts as transacting business, check with a legal professional. Forming in another state covers the tradeoffs.

What you get back

A filed company, or a reserved name if you stopped there. Keep the filing for the EIN and the bank. A certificate of existence is a separate order. The fee table lists it at $20 and notes that additional fees may apply¹. State tax accounts are the next step.